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                                                                    Exhibit 10.2

                            eBT INTERNATIONAL, INC.

                           1996 STOCK INCENTIVE PLAN
                      (as amended through April 13, 2001)


1.       Purpose

         The purpose of this 1996 Stock Incentive Plan (the "Plan") of eBT
International, Inc. formerly known as INSO Corporation, a Delaware corporation
(the "Company"), is to advance the interests of the Company by enhancing its
ability to attract and retain key employees, consultants and others who are in a
position to contribute to the Company's future growth and success.

2.       Definitions

         "Award" means any Option, Stock Appreciation Right, Performance Shares,
Restricted Stock or Unrestricted Stock awarded under the Plan.

         "Board" means the Board of Directors of the Company.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Committee" means a committee of not less than two members of the Board
appointed by the Board to administer the Plan, each of whom shall be a
"disinterested person" within the meaning of Rule 16b-3 under the Exchange Act
("Rule 16b-3").

         "Common Stock" means the Common Stock, .01 par value per share, of the
Company.

         "Company" means eBT International, Inc. and, except where the context
otherwise requires, all present and future subsidiaries of eBT International,
Inc. as defined in Section 424(f) of the Code.

         "Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by the Board, to receive amounts due or
exercise rights of the Participant in the event of the Participant's death. In
the absence of an effective designation by a Participant, Designated Beneficiary
shall mean the Participant's estate.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

         "Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Board in
good faith or in the manner established by the Board from time to time.

         "Incentive Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under Section 6 which is intended to meet the
requirements of Section 422 of the Code or any successor provision.

         "Nonstatutory Stock Option" means an option to purchase shares of
Common Stock awarded to a Participant under Section 6 which is not intended to
be an Incentive Stock Option.

         "Option" means an Incentive Stock Option or a Nonstatutory Stock
Option.

         "Participant" means a person selected by the Board to receive an Award
under the Plan.
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         "Performance Shares" mean shares of Common Stock which may be earned by
the achievement of performance goals established for a Participant under Section
8.

         "Reporting Person" means a person subject to Section 16 of the Exchange
Act or any successor provision.

         "Restricted Period" means the period of time selected by the Board
during which shares subject to a Restricted Stock Award may be repurchased by or
forfeited to the Company.

         "Restricted Stock" means shares of Common Stock awarded to a
Participant under Section 9.

         "Stock Appreciation Right" or "SAR" means a right to receive any excess
in Fair Market Value of shares of Common Stock over the exercise price of the
Award granted to a Participant under Section 7.

         "Unrestricted Stock" means shares of Common Stock awarded to a
Participant under Section 9(c).

3.       Administration

         The Plan will be administered by the Board. The Board shall have
authority to make Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable
from time to time, and to interpret the provisions of the Plan. The Board's
decisions shall be final and binding. No member of the Board shall be liable for
any action or determination relating to the Plan made in good faith. To the
extent permitted by applicable law, the Board may delegate to one or more
executive officers of the Company the power to make Awards to Participants who
are not Reporting Persons and all determinations under the Plan with respect
thereto, provided that the Board shall fix the maximum amount of such Awards to
be made by such executive officers and a maximum amount for any one Participant.
To the extent permitted by applicable law, the Board may appoint a Committee to
administer the Plan and, in such event, all references to the Board in the Plan
shall mean such Committee or the Board. All decisions by the Board or the
Committee pursuant to the Plan shall be final and binding on all persons having
or claiming any interest in the Plan or in any Award.

4.       Eligibility

         All of the Company's employees, officers, consultants and advisors who
are expected to contribute to the Company's future growth and success, other
than persons who have irrevocably elected not to be eligible, are eligible to be
Participants in the Plan. Incentive Stock Options may be awarded only to persons
eligible to receive Incentive Stock Options under the Code.

5.       Stock Available for Awards

         (a) Subject to adjustment under subsection (b) below, Awards may be
made under the Plan for up to 5,000,000 shares of Common Stock. If any Award in
respect of shares of Common Stock expires or is terminated unexercised or is
forfeited for any reason or settled in a manner that results in fewer shares
outstanding than were initially awarded, the shares subject to such Award or so
surrendered, as the case may be, to the extent of such expiration, termination,
forfeiture or decrease, shall again be available for award under the Plan,
subject, however, in the case of Incentive Stock Options, to any limitation
required under the Code and provided that shares made available pursuant to this
sentence shall be available for Awards to Reporting Persons only to the extent
consistent with Rule 16b-3. Shares issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.

         (b) In the event that the Board, in its sole discretion, determines
that any stock dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or other
similar transaction affects the Common Stock such that an adjustment is required
in

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order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Board, subject, in the case of Incentive
Stock Options, to any limitation required under the Code, shall equitably adjust
any or all of (i) the number and kind of shares in respect of which Awards may
be made under the Plan, (ii) the number and kind of shares subject to
outstanding Awards, and (iii) the award, exercise or conversion price with
respect to any of the foregoing, and if considered appropriate, the Board may
make provision for a cash payment with respect to an outstanding Award.

         (c) The Board may grant Awards under the Plan in substitution for stock
and stock based awards held by employees of another corporation who concurrently
become employees of the Company as a result of a merger or consolidation of the
employing corporation with the Company (or a subsidiary of the Company) or the
acquisition by the Company (or a subsidiary of the Company) of property or stock
of the employing corporation. The substitute Awards shall be granted on such
terms and conditions as the Board considers appropriate in the circumstances.

         (d) Subject to adjustment under Section 5(b), the maximum number of
shares with respect to which an Award may be granted to any employee under the
Plan shall not exceed 300,000 per calendar year (subject to adjustment pursuant
to Section 5(b)). For purposes of calculating such maximum number, (i) an Award
shall continue to be treated as outstanding notwithstanding its repricing,
cancellation or expiration and (ii) the repricing of an outstanding Award or
issuance of a new Award in substitution for a canceled Award shall be deemed to
constitute the grant of a new additional Award separate from the original grant
of the Award that is repriced or canceled.

6.       Stock Options

         (a)      General

                  (i)   Subject to the provisions of the Plan, the Board may
award Incentive Stock Options and Nonstatutory Stock Options and determine the
number of shares of Common Stock to be covered by each Option, the option price
of such Option and the conditions and limitations applicable to the exercise of
such Option. The terms and conditions of Incentive Stock Options shall be
subject to and comply with Section 422 of the Code, or any successor provision,
and any regulations thereunder.

                  (ii)  The Board shall establish the exercise price at the time
each Option is awarded. In the case of Incentive Stock Options, such price shall
not be less than 100% of the Fair Market Value of the Common Stock on the date
of grant; and in the case of Nonstatutory Stock Options, such price shall not be
less than 85% of the Fair Market Value of the Common Stock on the date of grant.

                  (iii) Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
Award or thereafter. The Board may impose such conditions with respect to the
exercise of Options, including conditions relating to applicable federal or
state securities laws, as it considers necessary or advisable.

                  (iv)  Options granted under the Plan may provide for the
payment of the exercise price by delivery of cash or check in an amount equal to
the exercise price of such Options or, to the extent permitted by the Board at
or after the award of the Option, by (A) delivery of shares of Common Stock
owned by the optionee for at least six months (or such shorter period as is
approved by the Board), valued at their Fair Market Value, (B) delivery of a
promissory note of the optionee to the Company on terms determined by the Board,
(C) delivery of an irrevocable undertaking by a broker to deliver promptly to
the Company sufficient funds to pay the exercise price or delivery of
irrevocable instructions to a broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price, (D) payment of such other lawful
consideration as the Board may determine, or (E) any combination of the
foregoing.

                  (v)   The Board may at any time accelerate the time at which
all or any part of an Option may be exercised.

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         (b)      Incentive Stock Options

                  Options granted under the Plan which are intended to be
Incentive Stock Options shall be subject to the following additional terms and
conditions:

                  (i)   All Incentive Stock Options granted under the Plan
shall, at the time of grant, be specifically designated as such in the option
agreement covering such Incentive Stock Options. The Option exercise period
shall not exceed ten years from the date of grant.

                  (ii)  If any employee to whom an Incentive Stock Option is to
be granted under the Plan is, at the time of the grant of such option, the owner
of stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company (after taking into account the attribution of
stock ownership rule of Section 424(b) and of the Code), then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual:

                  (x)   The purchase price per share of the Common Stock subject
to such Incentive Stock Option shall not be less than 110% of the Fair Market
Value of one share of Common Stock at the time of grant; and

                  (y)   The option exercise period shall not exceed five years
from the date of grant.

                  (iii) For so long as the Code shall so provide, options
granted to any employee under the Plan (and any other incentive stock option
plans of the Company) which are intended to constitute Incentive Stock Options
shall not constitute Incentive Stock Options to the extent that such options, in
the aggregate, become exercisable for the first time in any one calendar year
for shares of Common Stock with an aggregate Fair Market Value (determined as of
the respective date or dates of grant) of more than $100,000.

                  (iv)  No Incentive Stock Option may be exercised unless, at
the time of such exercise, the Participant is, and has been continuously since
the date of grant of his or her Option, employed by the Company, except that:

                  (x)   an Incentive Stock Option may be exercised within the
period of three months after the date the Participant ceases to be an employee
of the Company (or within such lesser period as may be specified in the
applicable option agreement), provided, that the agreement with respect to such
Option may designate a longer exercise period and that the exercise after such
three-month period shall be treated as the exercise of a Nonstatutory Stock
Option under the Plan;

                  (y)   if the Participant dies while in the employ of the
Company, or within three months after the Participant ceases to be such an
employee, the Incentive Stock Option may be exercised by the Participant's
Designated Beneficiary within the period of one year after the date of death (or
within such lesser period as may be specified in the applicable Option
agreement); and

                  (z)   if the Participant becomes disabled (within the meaning
of Section 22(e)(3) of the Code or any successor provision thereto) while in the
employ of the Company, the Incentive Stock Option may be exercised within the
period of one year after the date of death (or within such lesser period as may
be specified in the applicable Option agreement).

For all purposes of the Plan and any Option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.

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                  (v)   Incentive Stock Options shall not be assignable or
transferable by the person to whom they are granted, either voluntarily or by
operation of law, except by will or the laws of descent and distribution, and,
during the life of the optionee, shall be exercisable only by the optionee.

7.       Stock Appreciation Rights

         (a) The Board may grant SARs entitling recipients on exercise of the
SAR to receive an amount, in cash or Common Stock or a combination thereof (such
form to be determined by the Board), determined in whole or in part by reference
to appreciation in the Fair Market Value of the Common Stock between the date of
the Award and the exercise of the Award. A SAR shall entitle the Participant to
receive, with respect to each share of Common Stock as to which the SAR is
exercised, the excess of the share's Fair Market Value on the date of exercise
over its Fair Market Value on the date the SAR was granted. The Board may also
grant SARs that provide that, following a change in control of the Company (as
defined by the Board at the time of the Award), the holder of such SAR will be
entitled to receive, with respect to each share of Common Stock subject to the
SAR, an amount equal to the excess of a specified value (which may include an
average of values) for a share of Common Stock during a period preceding such
change in control over the Fair Market Value of a share of Common Stock on the
date the SAR was granted.

         (b) SARs may be granted in tandem with, or independently of, Options
granted under the Plan. A SAR granted in tandem with an Option which is not an
Incentive Stock Option may be granted either at or after the time the Option is
granted. A SAR granted in tandem with an Incentive Stock Option may be granted
only at the time the Option is granted.

         (c) When SARs are granted in tandem with Options, the following
provisions will apply:

                  (i)   The SAR will be exercisable only at such time or times,
and to the extent, that the related Option is exercisable and will be
exercisable in accordance with the procedure required for exercise of the
related Option.

                  (ii)  The SAR will terminate and no longer be exercisable upon
the termination or exercise of the related Option, except that a SAR granted
with respect to less than the full number of shares covered by an Option will
not be reduced until the number of shares as to which the related Option has
been exercised or has terminated exceeds the number of shares not covered by the
SAR.

                  (iii) The Option will terminate and no longer be exercisable
upon the exercise of the related SAR.

                  (iv)  The SAR will be transferable only with the related
Option.

                  (v)   A SAR granted in tandem with an Incentive Stock Option
may be exercised only when the market price of the Common Stock subject to the
Option exceeds the exercise price of such Option.

         (d) A SAR not granted in tandem with an Option will become exercisable
at such time or times, and on such conditions, as the Board may specify.

         (e) The Board may at any time accelerate the time at which all or any
part of the SAR may be exercised.

8.       Performance Shares

         (a) The Board may make Performance Share Awards entitling recipients to
acquire shares of Common Stock upon the attainment of specified performance
goals. The Board may make performance

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Share Awards independent of or in connection with the granting of any other
Award under the Plan. The Board in its sole discretion shall determine the
performance goals applicable under each such Award, the periods during which
performance is to be measured, and all other limitations and conditions
applicable to the awarded Performance Shares; provided, however, that the Board
may rely on the performance goals and other standards applicable to other
performance plans of the Company in setting the standards for Performance Share
Awards under the Plan.

         (b) Performance Share Awards and all rights with respect to such Awards
may not be sold, assigned, transferred, pledged or otherwise encumbered.

         (c) A Participant receiving a Performance Share Award shall have the
rights of a stockholder only as to shares actually received by the Participant
under the Plan and not with respect to shares subject to an Award but not
actually received by the Participant. A Participant shall be entitled to receive
a stock certificate evidencing the acquisition of shares of Common Stock under a
Performance Share Award only upon satisfaction of all conditions specified in
the agreement evidencing the Performance Share Award.

         (d) The Board may at any time accelerate or waive any or all of the
goals, restrictions or conditions imposed under any Performance Share Award.

9.       Restricted and Unrestricted Stock

         (a) The Board may grant Restricted Stock Awards entitling recipients to
acquire shares of Common Stock, subject to the right of the Company to
repurchase all or part of such shares at their purchase price (or to require
forfeiture of such shares if purchased at no cost) from the recipient in the
event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable Restricted Period or Restricted
Periods established by the Board for such Award. Conditions for repurchase (or
forfeiture) may be based on continuing employment or service or achievement of
pre-established performance or other goals and objectives.

         (b) Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as permitted by the Board, during the
applicable Restricted Period. Shares of Restricted Stock shall be evidenced in
such manner as the Board may determine. Any certificates issued in respect of
shares of Restricted Stock shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant,
together with a stock power endorsed in blank, with the Company (or its
designee). At the expiration of the Restricted Period, the Company (or such
designee) shall deliver such certificates to the Participant or if the
Participant has died, to the Participant's Designated Beneficiary.

         (c) The Board may, in its sole discretion, grant (or sell at a purchase
price determined by the Board, which shall not be lower than 85% of Fair Market
Value on the date of sale) to Participants shares of Common Stock free of any
restrictions under the Plan ("Unrestricted Stock").

         (d) The purchase price for each share of Restricted Stock and
Unrestricted Stock shall be determined by the Board of Directors. Such purchase
price may be paid in the form of past services or such other lawful
consideration as is determined by the Board.

         (e) The Board may at any time accelerate the expiration of the
Restricted Period applicable to all, or any particular, outstanding shares of
Restricted Stock.

10.      General Provisions Applicable to Awards

         (a) Applicability of Rule 16b-3. Those provisions of the Plan which
make an express reference to Rule 16b-3 shall apply to the Company only at such
time as the Company's Common Stock is registered under the Exchange Act, or any
successor provision, and then only to Reporting Persons.

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         (b)   Reporting Person Limitations. Notwithstanding any other provision
of the Plan, to the extent required to qualify for the exemption provided by
Rule 16b-3, (i) any Option, SAR, Performance Share Award or other similar right
related to an equity security issued under the Plan to a Reporting Person shall
not be transferable other than by will or the laws of descent and distribution
or pursuant to a qualified domestic relations order as defined by the Code or
Title I or the Employee Retirement Income Security Act ("ERISA"), or the rules
thereunder, and shall be exercisable during the Participant's lifetime only by
the Participant or the Participant's guardian or legal representative, and (ii)
the selection of a Reporting Person as a Participant and the terms of his or her
Award shall be determined only in accordance with the applicable provisions of
Rule 16b-3.

         (c)   Documentation. Each Award under the Plan shall be evidenced by an
instrument delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Board considers necessary or advisable. Such
instruments may be in the form of agreements to be executed by both the Company
and the Participant, or certificates, letters or similar documents, acceptance
of which will evidence agreement to the terms thereof and of this Plan.

         (d)   Board Discretion. Except as otherwise provided by the Plan, each
type of Award may be made alone, in addition to or in relation to any other type
of Award. The terms of each type of Award need not be identical, and the Board
need not treat Participants uniformly. Except as otherwise provided by the Plan
or a particular Award, any determination with respect to an Award may be made by
the Board at the time of award or at any time thereafter.

         (e)   Termination of Status. Subject to the provisions of Section
6(b)(iv), the Committee shall determine the effect on an Award of the
disability, death, retirement, authorized leave of absence or other termination
of employment or other status of a Participant and the extent to which, and the
period during which, the Participant's legal representative, guardian or
Designated Beneficiary may exercise rights under such Award.

         (f)   Change in Control.

               (i)  For all Awards granted prior to April 13, 2001, upon the
occurrence of a Change in Control, (A) each option outstanding under the Plan
immediately prior to the effective date of such Change in Control shall become
automatically exercisable in full, and (B) each outstanding share of Restricted
Stock will immediately become free of all restrictions and conditions. For all
Awards granted on and after April 13, 2001, in connection with a Change in
Control, the Board in its discretion shall take one or more of the following
actions:

               (I)  provide that from and after the effective time of such
                    Change in Control, the Award be assumed, or new rights
                    substituted therefor, by the surviving entity or an
                    affiliate of such entity, and shall be exercisable in shares
                    of Common Stock or, if applicable, shares of such stock or
                    other securities, cash or property as the holders of shares
                    of Common Stock received pursuant to the terms of such
                    Acquisition, and which Award in the case of an ISO, shall
                    satisfy, in the discretion of the Board, the requirements of
                    Section 424(a) of the Code;

               (II) provide for the purchase of the Award by the Company or the
                    party acquiring control of the Company upon the
                    Participant's request for an amount of cash or other
                    property that could have been received upon the exercise or
                    realization of the Award had the Award been currently
                    exercisable or payable;

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            (III) provide for the acceleration of the time for exercise of the
                  Award, so that from and after a date prior to the effective
                  date of such Change in Control, the Award shall be exercisable
                  in full;

            (IV)  provide that the Award may be cancelled by the Board as of the
                  effective date of the Change in Control, provided that (x)
                  notice of such cancellation shall have been given to the
                  Participant and (y) the Participant shall have the right to
                  exercise the Award to the extent the same is then exercisable
                  or, if the Board shall have accelerated the time for exercise
                  of the Award, in full during the period specified by the
                  Board, but not to be shorter in duration than the five day
                  period preceding the effective date of the Change in Control;
                  and

            (V)   make such any other provision or adjust the terms of any Award
                  as the Board may consider equitable and in the best interests
                  of the Participant and the Company.

            (ii)  A "Change in Control" shall be deemed to have occurred only
upon the occurrence of any of the following events:

      (A)   any "person," as such term is used in Sections 13(d) and 14(d) of
the Exchange Act, (other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, any
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportion as their ownership of stock of the Company or
an Exempt Person) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 33 1/3% or more of the combined voting power of the Company's then
outstanding securities (other than as a result of the acquisition of such
securities directly from the Company);

      (B)   during any period of two consecutive years (not including any period
prior to the execution of this Agreement), individuals who at the beginning of
such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in paragraph (A), (C) or (D) of this Subsection)
whose election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved
cease for any reason to constitute at least a majority thereof; or

      (C)   the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than (1) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation or (2) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person (as
hereinabove defined), other than a person holding more than 50% of the combined
voting power of the Company's then outstanding securities immediately prior to
such recapitalization, acquires more than 50% of the combined voting power of
the Company's then outstanding securities; or

      (D)   the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

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            (iii) "Exempt Person" means Houghton Mifflin Company ("HMC"),
provided HMC shall cease to be an Exempt Person if and when, following a Change
in Control (as defined above but substituting "Houghton Mifflin Company" for the
"Company" as used therein) of HMC, HMC, directly or indirectly, acquires
beneficial ownership of any additional shares of the Company's capital stock.

      (g)   Withholding. The Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in respect of Awards under the Plan no later than the date of the
event creating the tax liability. In the Board's discretion, and subject to such
conditions as the Board may establish, such tax obligations may be paid in whole
or in part in shares of Common Stock owned by the participant for a period of at
least six months or, shares retained from the Award creating the tax obligation,
valued at their Fair Market Value provided however, that shares withheld upon
option exercise may only be withheld to satisfy the Required Tax Withholding
("Required Tax Withholding" representing the employer's minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes,
that are applicable to such supplemental taxable income). The Company may, to
the extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the Participant.

      (h)   Foreign Nationals. Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Board considers
necessary or advisable to achieve the purposes of the Plan or comply with
applicable laws.

      (i)   Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise or realization and converting an
Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.

      (j)   Cancellation and New Grant of Options. The Board of Directors shall
have the authority to effect, at any time and from time to time, with the
consent of the affected optionees, (i) the cancellation of any or all
outstanding Options under the Plan and the grant in substitution therefor of new
Options under the Plan covering the same or different numbers of shares of
Common Stock and having an option exercise price per share which may be lower or
higher than the exercise price per share of the canceled Options or (ii) the
amendment of the terms of any and all outstanding Options under the Plan to
provide an option exercise price per share which is higher or lower than the
then current exercise price per share of such outstanding Options.

      (k)   Conditions on Delivery of Stock. The Company will not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan (i) until all
conditions of the Award have been satisfied or removed, (ii) until, in the
opinion of the Company's counsel, all applicable federal and state laws and
regulations have been complied with, (iii) if the outstanding Common Stock is at
the time listed on any stock exchange, until the shares to be delivered have
been listed or authorized to be listed on such exchange upon official notice of
issuance, and (iv) until all other legal matters in connection with the issuance
and delivery of such shares have been approved by the Company's counsel. If the
sale of Common Stock has not been registered under the Securities Act of 1933,
as amended, the Company may require, as a condition to exercise of the Award,
such representations or agreements as the Company may consider appropriate to
avoid violation of such Act and may require that the certificates evidencing
such Common Stock bear an appropriate legend restricting transfer.

11.   Miscellaneous

      (a)   No Right To Employment or Other Status. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to

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continued employment or service for the Company. The Company expressly reserves
the right at any time to dismiss a Participant free from any liability or claim
under the Plan, except as expressly provided in the applicable Award.

      (b)   No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
under the Plan until he or she becomes the record holder thereof.

      (c)   Exclusion from Benefit Computations. No amounts payable upon
exercise of Awards granted under the Plan shall be considered salary, wages or
compensation to Participants for purposes of determining the amount or nature of
benefits that Participants are entitled to under any insurance, retirement or
other benefit plans or programs of the Company.

      (d)   Effective Date and Term. No Award granted under the Plan shall
become effective until the Plan shall have been approved by the Company's
stockholders. If such stockholder approval is not obtained within twelve months
after the date of the Board's adoption of the Plan, no Options previously
granted under the Plan shall be deemed to be Incentive Stock Options and no
Incentive Stock Options shall be granted thereafter. No Award may be made under
the Plan after March 7, 2006, but Awards previously granted may extend beyond
that date.

      (e)   Amendment of Plan. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, provided that no amendment shall be
made without stockholder approval if such approval is necessary to comply with
any applicable tax or regulatory requirement, including any requirements for
compliance with Rule 16b-3. Amendments requiring stockholder approval shall
become effective when adopted by the Board of Directors, but no Incentive Stock
Option granted after the date of such amendment shall become exercisable (to the
extent that such amendment to the Plan was required to enable the Company to
grant such Incentive Stock Option to a particular Participant) unless and until
such amendment shall have been approved by the Company's stockholders. If such
stockholder approval is not obtained within twelve months of the Board's
adoption of such amendment, any Incentive Stock Options granted on or after the
date of such amendment shall terminate to the extent that such amendment to the
Plan was required to enable the Company to grant such option to a particular
Participant.

      (f)   Governing Law. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of the State of Delaware.

Adopted by the Board of Directors
on March 7, 1996.

Approved by the stockholders
on May 2, 1996.

As amended through April 13, 2001

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